Going Public in Canada
Are you thinking of Going Public in Canada? Looking for Investment for your Products, Services, or Business Plan? Are you contemplating Venture Capital? Or perhaps you need a source of ongoing capital to properly grow your business?
Canada has a robust capital market, as well as strength in funding growth ventures. Getting access to funding opportunities can be facilitated by becoming a public company on the Aequitas NEO stock exchange or the CSE stock market.
Being a Publicly Traded Company gives you access to the Canadian Capital Markets and the many pools of Public Venture Capital that are available to emerging companies. It raises your corporate profile and puts you “on the radar” as a suitable investment opportunity for investors.
In Canada, the main choices of going public are the Toronto Stock Exchange (TSX), Aequitas NEO stock exchange (NEO), the TSX Venture Exchange (TSX-V), and the CSE: Canadian Securities Exchange.
We invite you to consider the advantages of NEO or CSE as a destination to take your company public.
How do I take my Company Public in Canada?
Companies that go public on a stock market in Canada become a reporting issuer with one or more of the Provincial Securities Commissions. Once a company becomes a reporting issuer, it is subject to ongoing public disclosure and reporting requirements.
The definition of a Reporting Issuer is:
“A company that has issued shares to the public and is subject to continuous disclosure requirements by one or more of the provincial securities commissions.”
Companies can become a reporting issuer in Canada in many ways, but the two most common are by qualifying a Prospectus, or completing a Reverse Take Over with a reporting issuer. Each company on the NEO Exchange and CSE is a reporting issuer in one or more province.
If you are not currently a reporting issuer there are many methods to achieve this status, including a merger or an amalgamation with a reporting issuer, qualifying a Non-Offering or Offering Prospectus or completing a Reverse Take Over (RTO). The two most common methods used by companies looking to go public are through filing and clearing a prospectus with at least one Provincial Securities Commission, or completing a Reverse Takeover Transaction (RTO) with an existing reporting issuer:
Companies can become reporting issuers by filing and clearing a prospectus, of which there are two types: an offering prospectus or a non-offering prospectus. Prospectuses must contain full, true and plain disclosure to investors and the public about the company.
Offering Prospectus or Prospectus with Distribution
This type of prospectus is issued when a company offers to sell its shares to the public in an IPO or Initial Public Offering.
Non-Offering Prospectus or Prospectus without Distribution
A company may also choose to file a non-offering prospectus. A non-offering prospectus has many of the same disclosure requirements as an offering prospectus, but with no intention to sell shares to the public. The primary purpose of filing a non-offering prospectus is to become a reporting issuer.
Reverse Take Over (RTO)
An RTO is a transaction between the private operating company and an existing reporting issuer “shell”, where the operating company’s business is rolled into the existing reporting issuer “shell”, and the operating company’s shareholders ultimately acquire a controlling interest in the new, combined company. The term “shell” for reporting issuers is used because these issuers have previously ceased operations but they still maintain their reporting issuer status and usually have the shareholders required to list on a stock exchange. This makes them ideal candidates to complete an RTO transaction to take a private company public.
If you are interested in going public and you currently meet NEO’s or CSE,’s requirements or will meet them following a public offering, we encourage you to contact us and we can assist in completing the listing application form. The listing application and the required due diligence can be done concurrently during the process of become a reporting issuer in Canada.
ITB Solutions Incorporated
Peter Traynor, Principal